At one of her soirees, Anna Scherer suggests Princess Maria Bolkonskya to Vasili Kuragin as a suitable match for his wayward son Anatole. Also bending Vasili's ear is Princes Drubetskoya, who is intent on securing a place in the Imperial Guard for her son Boris. The newly legitimized Pierre Bezuhov makes a poor impression at the reception, but is pleased to catch up with his old friend, Prince Andrei Bolkonsky, who is Maria's brother. Later that evening, Pierre learns that Andrei is unhappy in his marriage. Andrei's wife, Lisa, believes that his feelings for her have changed since they married. She also harbors fears about her unborn child and Andrei's determination to go to war. Andrei plans to leave for Austria after he has installed Lisa at Bald Hills - the country estate where both his father and sister live...

The Russian army has fallen back to Austerlitz. A letter containing the news that Nikolai has both been wounded and made an officer reaches the Rostov household. Matchmaking again, Vasili Kuragin is considering Pierre Bezuhov as a suitable prospect for his beautiful, but brainless, daughter Helene. He is also still pursuing a possible match between Princess Maria Bolkonskya and his son Anatole, and to that end makes a trip to Bald Hills with him. Maria is keen to marry and becomes anxious about her appearance as her companion Mademoiselle Bourienne helps her to get ready. Meanwhile, Pierre senses that he will find himself married to Helene whether he likes it or not....

Napoleon sends General Savary to the Tsar to tell him how much his support of Austria wounds him, but also to learn Marshal Kutuzov's next move. Nikolai is reunited with Boris at his lodging, where they discuss the types of military career they seek. Prince Andre Bolkonsky arrives while Nikolai is relating his experiences at Schongraben. Nikolai is offensive to him about the worth of staff officers as they see no fighting. Savary reports back to Napoleon about the atmosphere of excitement at the Russian camp over what they see as their duty to half French ambitions. Kutuzov's army is camped on the Pratzen Heights and Napoleon hopes they can be drawn down to avoid attacking them there....

At Yaroslavl, Natasha and Maria are still mourning the death of Andrei. Maria suggests that Natasha should come with her to Moscow, but she declines. When news reaches the Rostovs that Petya is dead, the Countess is inconsolable. Pierre returns to his house in Moscow and both Gerasim and Katishe are surprised to see him having thought he was dead Katishe tells him that Helene has died. Pierre attends a soiree given by the Drubetskoys and amazes everyone with his presence. Vasili Kuragin, who has now lost both of his children, is particularly moved by seeing him again. Pierre visits Maria Bolkonskya and is surprised to find Natasha there too. Natasha talks of Andrei for the first time since his death....